The Role of the Company Secretary

So you’re registering a new company, and thinking about appointing a secretary or becoming one yourself. But what does the role involve, and how does it differ from being a director? Read on to find out.

What is a company secretary?

In the context of British businesses, the company secretary helps the director to run the company. They are typically responsible for keeping records, filing paperwork with Companies House and communication with shareholders.

Should I appoint a company secretary?

All public companies require a company secretary, but for private limited companies it is optional. Before April 2008, all companies were obliged to appoint a company secretary.

A company secretary can help you to manage the workload. If you are finding it difficult to keep track of paperwork and report back to Companies House, it may be a good idea to appoint one.

Who qualifies to be a company secretary?

According to the Companies Act, the company secretary must have “the requisite knowledge and experience to discharge the functions of secretary of the company”.

If your business is a private company, this is up to your discretion.

For public companies, the secretary must usually be a chartered accountant or lawyer.

Natural vs corporate secretaries

A natural secretary is a real person, while a corporate secretary is a registered company. It is very common to appoint a specialist firm as corporate secretary.

Who you can’t appoint as company secretary

You cannot appoint an undischarged bankrupt, a disqualified director, the company auditor, the only director, or anyone aged under 16 to be the company secretary.

Duties of the company secretary

The idea of the company secretary is to take on some of the director’s duties.

These may include:

Keeping legal documents secure

Maintaining statutory records

Notifying Companies House of any changes

Filing paperwork on time

Organising meetings and taking minutes

Making sure business stationery includes the appropriate legal details

Some secretaries also manage payroll and human resources.

The secretary is the first point of contact for the business, so they should have first-class people skills. It goes without saying that they must also be reliable and trustworthy.

Director vs company secretary

Both directors and secretaries are officers of the company. While directors bear the brunt of legal responsibility, secretaries can be prosecuted or fined for failing to carry out their duties. They can also be investigated or made liable for debts if the company breaks the law.

The company secretary usually maintains some distance from the board. They can provide advice, but cannot vote in meetings unless they are also a director or a shareholder.

How to appoint a company secretary

To appoint a company secretary, you will need to go through Companies House.

For a natural secretary, you will need to provide:

The secretary’s full legal name

The date of their appointment

The company name and registration number

A service address for the secretary (typically the registered office address)

Their consent

For a corporate secretary, you will need to include the legal details of the company.

Can I appoint or remove a company secretary after formation?

Yes, you can. For appointments, you will need to submit an AP03 (for an individual) or an AP04 (for a company). This must be done within 14 days of their appointment.

For removal, the majority of directors must agree either at a board meeting or in writing. The secretary can also resign in writing. You will then need to submit form TM02 to Companies House within 14 days of termination.